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                                  BUY-SELL AGREEMENT


     This BUY-SELL AGREEMENT (this "AGREEMENT") is dated as of October 2, 
1998, by and among D and W Holdings, Inc., a Delaware corporation (the 
"COMPANY"), Cliff Darby (the "STOCKHOLDER"), and for the purposes of agreeing 
to and acknowledging the provisions of Section 3.4 of this Agreement, GE 
Investment Private Placement Partners II, a Limited Partnership, a Delaware 
limited partnership ("GEIPPPII").

     WHEREAS, pursuant to that certain Contribution and Subscription Agreement
between, among others, the Stockholder and the Company, of even date herewith,
the Stockholder is acquiring 1,059,153 shares of the Common Stock,
par value $0.01 per share, of the Company (the "SHARES") and options to purchase
832,314 shares of Common Stock in exchange for options to purchase common stock
of Door Holdings, Inc. (the "ROLLOVER OPTIONS"); and

     WHEREAS, in connection with the execution of the Contribution and
Subscription Agreement, the Company and the Stockholder have agreed to enter
into a Buy-Sell Agreement in the form hereof with respect to the Shares, the
Rollover Options, shares of Common Stock received upon exercise of Rollover
Options ("Option Shares") and any Common Stock or Common Stock Equivalents
otherwise held by the Stockholder;

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the Company and the Stockholder agree as follows:

DEFINITIONS.  As used herein, the following terms shall have the meanings
specified below:

          "ACT" has the meaning specified in Section 4.1(a) hereof.

          "AFFILIATE" means, as to any Person, a Person that directly, or
     indirectly through one or more intermediaries, controls or is controlled
     by, or is under common control with, such Person.

          "BOARD" means the Board of Directors of the Company.

          "CALL NOTICE" has the meaning specified in Section 2.2 hereof.

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          "CAUSE" means termination by action of the Board of Directors because
     of: (a) the Stockholder's conviction of, or plea of nolo contendere to, a
     felony or a crime involving moral turpitude; (b) the Stockholder's personal
     dishonesty, incompetence, willful misconduct, willful violation of any law,
     rule or regulation (other than minor traffic violations or similar
     offenses) or breach of fiduciary duty which involves personal profit; (c)
     the Stockholder's commission of material mismanagement in the conduct of
     his duties as assigned to him by the Board of Directors or the
     Stockholder's supervising officer or officers of the Company or any Related
     Entity; (d) the Stockholder's willful failure to execute or comply with the
     policies of the Company or any Related Entity or his stated duties as
     established by the Board of Directors or the Stockholder's supervising
     officer or officers of the Company or any Related Entity, or the
     Stockholder's intentional failure to perform the Stockholder's stated
     duties; or (e) substance abuse or addiction on the part of the Stockholder.
     Notwithstanding the foregoing, in the event that the Stockholder is at any
     time subject to an employment agreement with the Company or any Related
     Entity that contains a definition of "Cause" (or any similar definition),
     then during the term of such employment agreement the definition contained
     in such employment agreement shall, for all purposes of this Agreement, be
     the applicable definition of "Cause" hereunder.

          "CHANGE OF CONTROL" means the first to occur of the following events:
     (i) any sale, lease, exchange or other transfer (in one transaction or
     series of related transactions) of all or substantially all of the assets
     of the Company (including the capital stock or assets of its operating
     subsidiaries) to any Person or group of related Persons for purposes of
     Section 13(d) of the Exchange Act (a "Group"), (ii) a majority of the Board
     shall consist of Persons who are not nominated collectively by Ardshiel,
     Inc. and its Affiliates and GEIPPPII; or (iii) the acquisition by any
     Person or Group (other than GEIPPPII, Ardshiel and their Affiliates),
     together with their associates and Affiliates, of the power, directly or
     indirectly, to vote or direct the voting of securities having more than 50%
     of the ordinary voting power for the election of directors of the Company.

          "COMMON STOCK" means the Company's authorized Common Stock,
     $0.01 par value per share, and any other stock of the Company which is (a)
     not preferred as to dividends or assets over any class of stock of the
     Company, (b) not subject to redemption, and (c) issued to the holders of
     shares of Common Stock upon any reclassification thereof.

          "COMMON STOCK EQUIVALENTS" means, without duplication with any other
     Common Stock or common stock equivalents, any rights, warrants, options,

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     convertible securities or indebtedness, exchangeable securities or
     indebtedness, or other rights, exercisable for or convertible or
     exchangeable into, directly or indirectly, Common Stock of the Company and
     securities convertible or exchangeable into Common Stock of the Company,
     whether at the time of issuance or upon the passage of time or the
     occurrence of some future event.

          "COMPANY" has the meaning specified in the preamble hereto.

          "DELAYED CLOSING DATE" has the meaning specified in Section 5.2
     hereof.
 
          "DISPOSITION EVENT" means (a) the completion of any voluntary or
     involuntary liquidation or dissolution of the Company, (b) the completion
     of a Qualifying Public Offering or (c) a Change in Control.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "FAMILY MEMBERS" means, with respect to any individual, any Related
     Person or Family Trust of such individual.

          "FAMILY TRUST" means, with respect to any individual, any trust
     created for the benefit of one or more of such individual's Related Persons
     and controlled by such individual.

          "FULLY-DILUTED COMMON STOCK" means, at any time, the then outstanding
     Common Stock of the Company plus (without duplication) all shares of Common
     Stock issuable, whether at such time or upon the passage of time or the
     occurrence of future events, upon the exercise, conversion, or exchange of
     all then outstanding Common Stock Equivalents.

          "GEIPPPII" has the meaning specified in the preamble hereto.

          "IMPUTED RATE" means the lowest per annum rate necessary to avoid the
     imputation of interest under the Internal Revenue Code of 1986, as amended.

          "MARKET VALUE PER SHARE" means, with respect to any date, the quotient
     obtained by dividing (a) the fair market value (as determined by the Board
     of Directors in good faith, or, if the Board's determination is disputed by
     the Stockholder within ten (10) days following notice of determination by
     the Board of Directors to Stockholder, by an independent investment
     banking, accounting firm or independent appraiser of nationally recognized
     standing or regional prominence selected in good faith by the Board) of the
     entire common equity of 

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     the Company (without premium for control or discounts for minority
     interests, restrictions on transfer or lack of voting rights), calculated
     as of such date, plus the aggregate consideration to be paid to the Company
     upon the exercise, conversion or exchange of all then outstanding and
     exercisable, convertible or exchangeable Common Stock Equivalents, by (b)
     the sum of the number of shares of Common Stock then outstanding, plus the
     number of shares of Common Stock then issuable upon exercise, conversion or
     exchange of then outstanding and exercisable, convertible or exchangeable
     Common Stock Equivalents.

          "OPTION SHARES" has the meaning specified in the preamble hereto.

          "PERMITTED TRANSFEREE" means the Stockholder's Family Members and
     Personal Representative.

          "PERSON" means any person or entity of any nature whatsoever,
     specifically including an individual, a firm, a company, a corporation, a
     partnership, a trust or other entity.

          "PERSONAL REPRESENTATIVE" means with respect to any individual, any
     executor, administrator, trustee, guardian or other legal representative of
     such individual.

          "PURCHASE PRICE PER SHARE" means $1.00.

          "QUALIFYING PUBLIC OFFERING" means a firm commitment underwritten
     public offering of Common Stock for cash which, when aggregated with all
     prior public offerings, constitutes an offering of more than 30% of the
     Common Stock registered under the Securities Act.

          "RELATED ENTITY" means, with respect to any entity, such entity's
     direct and indirect parents and subsidiaries.

          "RELATED PERSONS" means, with respect to any individual, such
     individual's parents, spouse, children and grandchildren.

          "REPURCHASE NOTICE" has the meaning specified in Section 3.3 hereof.

          "ROLLOVER OPTIONS" has the meaning specified in the preamble hereto.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SHARES" has the meaning specified in the preamble hereto.

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          "STOCKHOLDER" has the meaning specified in the introductory paragraph
     hereof.

          "SUBSIDIARY" means any corporation, association, trust, or other
     business entity, of which the designated parent shall at any time own or
     control directly or indirectly through a Subsidiary or Subsidiaries at
     least a majority (by number of votes) of the outstanding shares of capital
     stock (or other shares of beneficial interest) entitled ordinarily to vote
     for the election of such business entity's directors (or in the case of a
     business entity that is not a corporation, for those persons exercising
     functions similar to directors of a corporation).

          "TERMINATION OF EMPLOYMENT" means the termination of the Stockholder's
     employment with the Company and all of its Related Entities for any reason,
     including without limitation for retirement, death or disability of the
     Stockholder, and whether or not for "Cause".

          "TRANSFER" has the meaning specified in Section 3.1 hereof.

     2.   REPURCHASE OF SHARES.

     2.1  CALL.  Upon the Termination of Employment at any time, the Company
may, at its option, repurchase from the Stockholder, and the Stockholder will at
the request of the Company sell to the Company, all or any portion of the
Shares, the Rollover Options, the Option Shares, and other Common Stock and
Common Stock Equivalents otherwise held (unless such Common Stock Equivalents
are subject to a repurchase option in favor of the Company pursuant to any other
documentation) specified in the Call Notice (hereinafter defined) at a purchase
price per share determined pursuant to paragraphs (a) and (b) below:

          (a)  in the event that such Termination of Employment is for Cause, at
     a purchase price per share equal to the lesser of (i) the Purchase Price
     Per Share and (ii) the Market Value Per Share as of the date of such
     Termination of Employment (and, in the case of a Common Stock Equivalent,
     including the Rollover Options, minus any exercise or conversion price);
     and

          (b)  in the event that such Termination of Employment is for any
     reason other than for Cause, including, without limitation, retirement or
     failure to renew an expired employment agreement, at a purchase price per
     share equal to the greater of (i) the Purchase Price Per Share and (ii) the
     Market Value Per Share as of the date of such Termination of Employment
     (and, in the case of a Common Stock Equivalent, including the Rollover
     Options, minus any exercise or 


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     conversion price).

     2.2  CALL CLOSING.  The Company's call rights under Section 2 hereof shall
be exercisable by the Company at any time within ninety (90) days following the
Termination of Employment by notice (the "CALL NOTICE") to the Stockholder
specifying the number of Shares or other securities being repurchased, the
aggregate purchase price payable therefor and the date, time and place of a
closing for the repurchase, such closing to be held not earlier than five (5)
days nor later than thirty (30) days after delivery of the Call Notice to the
Stockholder.  The Company's call rights under Section 2.1 above shall lapse if
not exercised within the time periods specified above in accordance with the
provisions hereof except as otherwise provided in Section 5 hereof.  Upon tender
by the Company of the purchase price for the securities being repurchased
hereunder in accordance with Section 5 hereof, all of the securities being so
repurchased shall no longer be deemed to be outstanding, all of the
Stockholder's rights with respect to such securities shall terminate with the
exception of the right of the Stockholder to receive the repurchase price in
exchange therefor pursuant to this Section 2.2, and the Stockholder hereby
appoints the Company as its attorney-in-fact to take all actions necessary and
sign all documents required to cancel such securities on its books and records.

     2.3  PUT.  If, in the event of Termination of Employment for any reason 
other than for Cause, the Company does not exercise its option to purchase
Shares, Rollover Options, Option Shares or any other shares of Common Stock or
Common Stock Equivalents held by the Stockholder, the Stockholder or his
personal representative may require the Company to purchase all the Shares,
Rollover Options, Option Shares and other shares of Common Stock and Common
Stock Equivalents, but not less than all, that are owned by the Stockholder as
of the effective date of such Termination of Employment.  In such event, the
purchase price shall be as set forth in Section 2.1(b) above.

     2.4  PUT CLOSING.  If the Stockholder or his personal representative elects
to exercise his put option as described in Section 2.3 above, the Stockholder or
his personal representative shall give written notice to the Company of such
intention not later than ninety (90) days after his Termination of Employment. 
The Closing of such repurchase shall otherwise be effected in accordance with
the provisions set forth in Section 2.2 hereof for a call closing.

     3.   RESTRICTIONS ON TRANSFER; DRAG-ALONG RIGHTS.

     3.1  RESTRICTIONS ON TRANSFER OF SHARES.  Except as otherwise expressly
provided herein, the Stockholder may not sell, assign, transfer, pledge or
otherwise dispose of ("TRANSFER") any of the Shares, Rollover Options, Option
Shares, or other Common Stock or Common Stock Equivalents held by Stockholder,
either voluntarily or involuntarily or by operation of law; PROVIDED, HOWEVER,
the Stockholder may Transfer

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any such securities to the Company pursuant to Section 2 hereof and may Transfer
any shares to Permitted Transferees of the Stockholder, so long as any such
transferee agrees to be bound by the provisions hereof.

     3.2  DISPOSITIONS IN BREACH OF THIS AGREEMENT.  Any disposition or
attempted disposition of any shares in breach of the provisions of Section 3.1
hereof shall be void, shall constitute a breach of this Agreement and shall
entitle the Company to repurchase all of the shares, pursuant to the procedures
set forth in Section 3.3 hereof, at a purchase price per share equal to the
lower of the Market Value Per Share or the Purchase Price Per Share as of the
date of such disposition or attempted disposition.  The repurchase rights of the
Company under this Section 3.2 will lapse if not exercised pursuant to Section
3.3 hereof within 90 days of the date on which the Board of Directors of the
Company first receives actual notice of the disposition or attempted disposition
giving rise to such repurchase rights, but such failure to exercise shall in no
event constitute a waiver of any breach of this Agreement.

     3.3  REPURCHASE PROCEDURE.  The Company may exercise its repurchase rights
under Section 3 hereof by giving notice (the "REPURCHASE NOTICE") to the
Stockholder within ninety (90) days after the Board of Directors of the Company
obtains actual knowledge of the breach giving rise to such repurchase rights. 
The Repurchase Notice shall specify the aggregate purchase price for the Shares
and the date, time and place for a closing of the repurchase, such closing to be
held not earlier than five (5) days nor later than thirty (30) days after
delivery of the Repurchase Notice by the Company to the Stockholder. 
The Company's repurchase rights under Section 3.2 hereof shall lapse with
respect to any event giving rise thereto if not exercised within the foregoing
time periods in accordance with the procedures specified in this Section 3.3
except as otherwise provided in Section 5 hereof.  Upon tender by the Company of
the purchase price for the Shares being repurchased hereunder in accordance with
Section 5, all of the Shares being so repurchased shall no longer be deemed to
be outstanding, all of the Stockholder's rights with respect to such Shares
shall terminate with the exception of the right of the Stockholder to receive
the repurchase price in exchange therefor pursuant to Section 3.2, and the
Stockholder hereby appoints the Company as its attorney-in-fact to take all
actions necessary and sign all documents required to cancel such Shares on the
Company's books and records.

     3.4  DRAG-ALONG RIGHTS.

          (a)  If, at any time, GEIPPPII proposes to transfer in a bona fide
     arm's length sale all of the Common Stock and Common Stock Equivalents
     owned by GEIPPPII to any person or persons who are not Affiliates of
     GEIPPPII (the "PROPOSED TRANSFEREE"), GEIPPPII shall have the right (the
     "DRAG ALONG RIGHT"),

<PAGE>

     subject to applicable law and compliance with any other restrictions
     applicable to such transfer, to require the Stockholder to sell, pursuant
     to this Section 3.4, to the Proposed Transferee, on the same terms and
     conditions as applicable to GEIPPPII except as limited in Section 3.4(b),
     all (but not less than all) of the Common Stock and Common Stock
     Equivalents then held by the Stockholder; provided that the exercise or
     conversion price of any Common Stock Equivalents will be subtracted from
     any purchase price otherwise paid therefor.

          (b)  To exercise a Drag Along Right, GEIPPPII shall give the
     Stockholder at least 15 days prior to the proposed transfer to the Proposed
     Transferee, a written notice (the "DRAG ALONG NOTICE") containing (i) the
     name and address of the Proposed Transferee and (ii) the proposed purchase
     price, the terms of payment and other material terms and conditions of the
     Proposed Transferee's offer.  The Stockholder shall thereafter be obligated
     to sell all of its Common Stock and Common Stock Equivalents to the
     Proposed Transferee.  The Stockholder shall agree to enter into a purchase
     agreement in form and substance approved by GEIPPPII to the extent such
     agreement shall contain customary representations as to ownership of the
     shares to be purchased and the absence of liens thereon and customary
     indemnification provisions, including indemnification from the Stockholder.
     If the sale is not consummated within a period of 180 days following the
     date of the Drag Along Notice, then the Stockholder shall no longer be
     obligated to sell such Stockholder's shares of Common Stock and Common
     Stock Equivalents pursuant to such Drag Along Right but shall have the
     rights under, and remain subject to, the provisions of this Section 3.4
     with respect to any subsequent proposed transfer described in this Section
     3.4.  The Stockholder shall not be required to participate in a proposed
     transfer pursuant to the exercise of a Drag Along Right unless its
     liability for breaches of representations and warranties made in connection
     with the sale thereunder is limited to no more than the total sale price
     received by the Stockholder in such sale.

     4.   LEGENDS; STOP TRANSFER.

     4.1  Each certificate representing the Shares shall bear legends in or
substantially in the following form:

          "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER
          APPLICABLE STATE SECURITY LAWS.  NO TRANSFER, SALE OR OTHER
          DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A 

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          REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME
          EFFECTIVE UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR
          THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY
          TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

          THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN
          REPURCHASE AND OTHER RIGHTS IN FAVOR OF THE COMPANY AND PROVISIONS
          RESTRICTING TRANSFER CONTAINED IN A BUY-SELL AGREEMENT, DATED AS OF
          _____________________, 1998, A COPY OF WHICH WILL BE FURNISHED BY THE
          COMPANY TO THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE UPON
          WRITTEN REQUEST AND WITHOUT CHARGE."

     4.2  In addition, the Company shall make a notation regarding the
restrictions on transfer of securities in the stock books of the Company, and
such shares shall be transferred on the books of the Company only if and when
transferred or sold in compliance with all of the terms and conditions of this
Agreement.

     5.   REPURCHASE RESTRICTIONS.

     5.1  CONTRACTUAL RESTRICTIONS ON REPURCHASE.  Notwithstanding any provision
to the contrary in Sections 2 or 3 hereof, in the event that any payment by the
Company of any portion of the purchase price for any securities that the Company
is obligated or has elected to repurchase is, at the time such payment would
otherwise be due hereunder, prohibited by the terms of any of the Company's or
any of its Subsidiaries' financing agreements with its lenders or any other
contract to which the Company or any of its Subsidiaries is bound, the Company
shall be entitled to complete the repurchase of such securities by tendering to
the Stockholder (or any permitted transferee pursuant to Section 3.1 hereof) (a)
a check for that portion (if any) of the purchase price the payment of which is
not so prohibited, and (b) a promissory note for the balance of the purchase
price.  Each such promissory note shall (i) bear interest at the Imputed Rate,
(ii) provide for the payment of the principal evidenced thereby in annual
installments commencing one (1) year after such repurchase in such amounts as
are satisfactory to the Company's and its Subsidiaries' lenders, (iii) be
subordinated to the Company's or any of its Subsidiaries' indebtedness to its
lenders on terms satisfactory to such lenders and (iv) provide that the Company
will prepay the principal plus accrued interest under such note, or such portion
thereof as can then be prepaid, at such time as (x) cash is available or can
then be borrowed under the Company's then lending facility and (y) such payment
will not result in a default under any obligation for borrowed money.

<PAGE>

     5.2  IMPAIRMENT OF CAPITAL.  If, even after giving effect to the provisions
of Section 5.1 above, the Company is prohibited by law from repurchasing any
securities which it is obligated or has elected to repurchase hereunder due to
any existing or prospective impairment of its capital, the closing of such
repurchase shall be delayed until the first date on which the Company has
sufficient capital to lawfully repurchase such securities (the "DELAYED CLOSING
DATE").  In the event of any such delay, (a) the Company will be obligated to
pay, on the Delayed Closing Date, interest on the repurchase price for such
securities, at the Imputed Rate from the date on which the closing of the
repurchase of such securities was originally scheduled to occur to the Delayed
Closing Date, and (b) the Stockholder shall remain bound by the restrictions on
Transfer contained herein during such delay.

     6.   PAYMENT FOR SHARES.  At any closing held to consummate any repurchase
of securities hereunder, the Stockholder shall deliver to the Company all stock
certificates representing such securities, duly endorsed in blank or with duly
executed stock powers attached, and the Company shall deliver to the Stockholder
a check in the amount of the repurchase price and/or a promissory note as
provided in Section 5.1 above.

     7.   TERM.  This Agreement, and, except as provided in the following
sentence, the repurchase rights and obligations and all of the restrictions on
transfer contained herein (including, without limitation, the repurchase rights
of the Company pursuant to Sections 2 and 3 hereof), shall terminate upon the
earliest of (a) the completion of any voluntary or involuntary liquidation or
dissolution of the Company, (b) the completion of a Qualifying Public Offering
or (c) a Change of Control.  The termination of this Agreement shall not affect
any repurchase rights or obligations which have arisen hereunder prior to such
termination.

     8.   ADJUSTMENT OF REPURCHASE PRICE.  Upon any stock split, reverse stock
split, recombination of shares or other similar reorganization of the capital
structure of the Company, the repurchase price otherwise payable to the
Stockholder upon the repurchase of any Shares pursuant to Sections 2 and 3
hereof shall be proportionally adjusted to reflect such reorganization.

     9.   GENERAL.

     9.1  NOTICES.  All notices, demands and other communications hereunder
shall be in writing or by written telecommunication, and shall be deemed to have
been duly given if delivered personally or if mailed by certified mail, return
receipt requested, postage prepaid, or if sent by overnight courier or by
written telecommunication, to the relevant address set forth below, or to such
other address as the recipient of such notice or 

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communication shall have specified to the other party hereto in accordance with
this Section 9.1:

     If to the Company, to:

          D and W Holdings, Inc.
          c/o Ardshiel, Inc.
          230 Park Avenue, Suite 2527
          New York, New York 10169
          Attention:  Daniel T. Morley

     With a copy sent contemporaneously to:

          Joel M. Simon and Marie Censoplano
          Paul, Hastings, Janofsky & Walker LLP
          399 Park Avenue, 31st Floor
          New York, New York 10022-4697

     If to the Stockholder, to the address set forth below his or her signature
     hereto.

     Any such notice shall be effective (a) if delivered personally, when
received, (b) if sent by overnight courier, when receipted for, (c) if mailed,
three (3) days after being mailed as described above, and (d) if sent by written
telecommunication, when dispatched.

     9.2  EQUITABLE REMEDIES.  Each of the parties hereto acknowledges and
agrees that upon any breach by the Stockholder of his or her obligations under
Sections 2, 3 or 6 hereof, the Company will have no adequate remedy at law, and
accordingly will be entitled to specific performance and other appropriate
injunctive and equitable relief.

     9.3  SEVERABILITY.  If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any respect under any law, the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired.

     9.4  WAIVERS.  No delay or omission by either party hereto in exercising
any right, power or privilege hereunder shall impair such right, power or
privilege, nor shall any single or partial exercise of any such right, power or
privilege preclude any further exercise thereof or the exercise of any other
right, power or privilege.

     9.5  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

<PAGE>

     9.6  ASSIGNS.  This Agreement shall be binding upon and inure to the
benefit of the heirs, successors and Permitted Transferees of each of the
parties hereto.  It is expressly agreed that the Company may from time to time
assign any of its repurchase rights hereunder to one or more of the holders of
the Common Stock.

     9.7  ENTIRE AGREEMENT.  This Agreement, together with any employment
agreement or stock option agreement to which the Stockholder is a party,
contains the entire understanding of the parties hereto with respect to the
subject matter contained herein, supersedes all prior agreements and
understandings relating to the subject matter hereof and shall not be amended
except by a written instrument hereafter signed by each of the parties hereto. 
Nothing in this Agreement shall be construed as a grant to the Stockholder of
any right to continuing employment with the Company or any of its Subsidiaries
or to restrict in any way the Company's or any of its Subsidiaries' right to
terminate the Stockholder's employment at any time.

     9.8  THIRD PARTIES.  GEIPPPII is an intended third party beneficiary of the
provisions of Section 3.4 of this Agreement.

     9.9  GOVERNING LAW.  This Agreement and the obligations of the parties
hereunder shall be deemed to be a contract under seal and shall for all purposes
be governed by and construed in accordance with the internal laws of the State
of New York without reference to principles of conflicts of law.

<PAGE>

     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Buy-Sell Agreement to be duly executed as of the date
and year first above written.

THE COMPANY:                  D AND W HOLDINGS, INC.

                              By:
                                 -------------------------------------
                              Name:
                                   -----------------------------------
                              Title: 
                                    ----------------------------------



THE STOCKHOLDER:

                              By:
                                 -------------------------------------
                              Address:
                                      --------------------------------



GEIPPPII:                     GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, a
                              Limited Partnership

                              By:  GE INVESTMENT MANAGEMENT INCORPORATED, its
                                   general partner

                              By:
                                 -------------------------------------
                              Name:
                                   -----------------------------------
                              Title: 
                                    ----------------------------------